Form 4: Cirrus Logic CEO Sells Shares, Receives New Equity Grants

Cirrus Logic CEO John Forsyth executed a planned stock sale while also receiving new grants of restricted stock units and performance shares.

Summary

• John Forsyth, CEO and Director of Cirrus Logic, Inc., reported multiple transactions related to his beneficial ownership.
• Sold 21,806 shares of common stock at a weighted average price of $135.15 per share on February 4, 2026, under a Rule 10b5-1 plan adopted on August 29, 2025.
• 17,220 shares of common stock vested from performance-based Market Stock Units (MSUs) on February 6, 2026, based on a 113% payout percentage from a three-year performance period (February 6, 2023 February 6, 2026) relative to the Philadelphia Semiconductor Index Total Shareholder Return (TSR).
• 6,777 shares were withheld on February 6, 2026, to satisfy tax obligations related to the MSU vesting, at a price of $142.78.
• 21,166 shares of common stock vested from Restricted Stock Units (RSUs) on February 6, 2026.
• 7,316 shares were withheld on February 6, 2026, to satisfy tax obligations related to the RSU vesting, at a price of $142.78.
• Received a new grant of 25,696 Restricted Stock Units (RSUs) on February 5, 2026, which will vest 100% on February 5, 2029.
• Received a new grant of 25,409 Performance Shares (MSUs) on February 5, 2026, contingent upon achieving pre-established performance metrics (TSR relative to the Russell 3000 index) over a three-year performance period (February 5, 2026 February 5, 2029).
• After these transactions, Mr. Forsyth's beneficial ownership increased to 220,030 shares, comprising 145,014 shares issuable upon exercise of vested stock options and 75,016 shares held directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting strong past performance leading to a 113% MSU payout and continued executive alignment through new long-term equity grants, despite a pre-planned share sale.

Positives

• Vesting of performance-based Market Stock Units (MSUs) at a 113% payout percentage indicates strong performance against the Philadelphia Semiconductor Index Total Shareholder Return (TSR) over the three-year period.
• New equity grants, including Restricted Stock Units (RSUs) and Performance Shares (MSUs), align management incentives with long-term shareholder value creation.
• Increased total beneficial ownership for the CEO after all reported transactions, demonstrating continued stake in the company's future.

Negatives

• The CEO sold 21,806 shares of common stock, representing a reduction in direct holdings, although this was executed under a pre-arranged Rule 10b5-1 plan.

Risks

• The actual number of shares received from the newly granted Performance Shares (MSUs) is contingent upon the achievement of future pre-established performance metrics (Total Shareholder Return relative to the Russell 3000 index), meaning the final payout could be lower or higher than the target number.

Future Outlook

John Forsyth received new grants of 25,696 Restricted Stock Units (RSUs) that will vest 100% on February 5, 2029. Additionally, 25,409 Performance Shares (MSUs) were granted, with the final number of shares contingent on achieving pre-established Total Shareholder Return (TSR) performance metrics relative to the Russell 3000 index over a three-year period ending February 5, 2029.

Industry Context

StockSavvy.ai notes that the vesting of performance-based equity awards, particularly those tied to relative Total Shareholder Return (TSR) against a semiconductor index, is a common practice in the technology sector to incentivize executive performance. The new grants with future vesting schedules and performance conditions align with typical long-term incentive structures aimed at retaining key talent and driving shareholder value in a competitive industry.

Comparison to Industry Standards

• The 113% payout for Market Stock Units (MSUs) based on Total Shareholder Return (TSR) relative to the Philadelphia Semiconductor Index suggests Cirrus Logic's performance exceeded the median of its peer group over the three-year period, indicating strong relative performance compared to companies like NVIDIA, Broadcom, or Qualcomm within the same index.
• The structure of new RSU and MSU grants, with three-year vesting periods and performance conditions tied to the Russell 3000 index TSR, is consistent with best practices for executive compensation in large-cap technology companies, similar to incentive plans seen at companies like Texas Instruments or Analog Devices.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO, while under a 10b5-1 plan, represents a reduction in direct holdings. However, the strong MSU payout and new equity grants align executive incentives with long-term shareholder value creation.
• Employees: The vesting and granting of equity awards are standard compensation practices that can positively impact executive morale and retention.

Next Steps

• Vesting of 25,696 Restricted Stock Units on February 5, 2029.
• Determination of actual shares received from 25,409 Performance Shares based on Total Shareholder Return (TSR) performance relative to the Russell 3000 index over the period ending February 5, 2029.

Key Dates

Recommendation

The filing details routine insider transactions, including a pre-planned sale and expected vesting of equity awards, alongside new grants. While the strong performance leading to the MSU payout is positive, these are not new, market-moving events. The overall impact on the company's fundamental outlook or immediate share price is neutral, suggesting a 'hold' recommendation for investors already positioned in the stock.

Keywords

Cirrus Logic, CRUS, Form 4, Insider Trading, Stock Sale, Equity Grants, Restricted Stock Units, Performance Shares, CEO, John Forsyth, 10b5-1 Plan, Beneficial Ownership, Semiconductor